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                                                                EXHIBIT 10.22(d)

                               THIRD AMENDMENT TO
                          RESIDUALS FINANCING AGREEMENT


        THIS THIRD AMENDMENT TO RESIDUALS FINANCING AGREEMENT (this "Amendment")
is made and dated as of the 8th day of February, 1999, by and among AAMES
CAPITAL CORPORATION, a California corporation (the "Company"), AAMES FINANCIAL
CORPORATION, a Delaware corporation and the sole shareholder of the Company (the
"Parent"), and NATIONSBANK, N.A., a national banking association (the "Lender").


                                    RECITALS

        A. Pursuant to that certain Residuals Financing Agreement dated as of
September 4, 1998 among the Company, the Parent and the Lender (as amended,
extended and replaced from time to time, the "Agreement" and with capitalized
terms used herein and not otherwise defined herein used with the meanings given
such terms in the Agreement), the Lender agreed to extend credit to the Company
on the terms and subject to the conditions set forth therein.

        B. The Company wishes to pledge additional Collateral to create
additional availability in the credit facility under the Agreement for a limited
time period and the Lender has agreed to permit the creation of such temporary
availability on certain terms and conditions, all as set forth more particularly
below.

        C. The Company and the Parent have also requested the Lender to waive on
a prospective basis compliance by the Company with certain financial covenants
set forth in the Agreement and the Lender has agreed to provide such waiver on
the terms and subject to the conditions set forth herein.

        NOW, THEREFORE, in consideration of the above Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


                                    AGREEMENT

        1. Delivery of Additional Collateral for Temporary Availability. On or
before the Third Amendment Effective Date (as such term is defined in Paragraph
5 below), the Company shall deliver to The Chase Manhattan Bank, as custodian on
behalf of the Lender (the "Custodian"), the certificates representing the
Residual Mortgage-Backed Securities set forth on Schedule I hereto, properly
endorsed in blank for transfer (collectively, as so endorsed, the "Additional
Collateral"), under cover of a letter addressed to the Lender requesting the
Additional Collateral to be identified as Collateral


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for the Obligations pursuant to the Security Agreement. The parties hereto
hereby agree that:

               (a) As of the Third Amendment Effective Date, the Additional
Collateral shall constitute Eligible Residual Securities identified as
Collateral pursuant to the Security Agreement with an aggregate Established
Collateral Value of $20,000,000.00. The Lender agrees that, on the terms and
subject to the conditions set forth in the Agreement, it shall from time to time
from and including the Third Amendment Effective Date to but not including the
Temporary Availability Termination Date (as defined in Paragraph 1(b) below)
make Revolving Loans under the Agreement on account of the increased
availability under the Residuals Borrowing Base resulting from the delivery of
the Additional Collateral (all such Revolving Loans, collectively, the "New
Advances").

               (b) On the earlier of February 26, 1999 and the date on which all
outstanding New Advances have been repaid in full (the "Temporary Availability
Termination Date"):

                      (i) The Additional Collateral shall automatically cease to
constitute Eligible Residual Securities;

                      (ii) The Collateral Value of the Residuals Borrowing Base
shall be automatically reduced accordingly; and

                      (iii) The New Advances shall become immediately due and
payable in full.

               (c) If, but only if, the New Advances are paid in full in strict
compliance with the requirement of Paragraph 1(d) below on or before the
Temporary Availability Termination Date out of the Company's own funds (and not
as a result of the sale or other disposition of any Collateral and application
of funds therefrom), the Lender shall promptly release the Additional Collateral
from the Lien under the Security Agreement and shall notify the Custodian to
deliver the Additional Collateral to such Persons as the Company may direct. The
parties hereto acknowledge and agree the Lender shall have no obligation to
release the Additional Collateral except pursuant to the immediately preceding
sentence, notwithstanding any circumstance which would prohibit the Company, or
cause the Company to be unable, to timely repay the New Advances in accordance
with Paragraph 1(d), including, without limitation, in the event the Company
becomes involved in a bankruptcy or similar proceeding. The Lender acknowledges
and agrees that in the event all Obligations under the Agreement are repaid in
full, the Lender shall release all Collateral, including the Additional
Collateral, in accordance with applicable laws.

               (d) Subject to the prepayment requirements under the Agreement
and under Paragraphs 1(b)(iii) above and 1(e) below, the Company shall pay the
principal amount of each New Advance no later than the earlier of (i) the tenth
(10th) Business Day after the


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date such Revolving Loan is made and (ii) the Temporary Availability Termination
Date. The Term-Out Option shall not be available with respect to any such
Revolving Loan.

               (e) The Company shall immediately prepay any outstanding
Revolving Loans advanced pursuant to this Amendment from cash available to the
Company for general corporate purposes ("Cash from Operations"). Notwithstanding
the previous sentence, the Lender acknowledges that the Company does not have to
include any cash contributed to the Parent's equity capital accounts pursuant to
the Cap Z Agreement (as defined below) as Cash from Operations, and the Lender
further acknowledges that before Cash from Operations is applied to the
prepayment of such Revolving Loans such cash will first be applied (i) to repay
any outstanding "Tranche B Loans" to the extent required (and as such term is
defined) under the terms of the Warehousing Agreement, (ii) to make payroll and
payroll-related payments of the consolidated Parent as they become due, (iii) to
pay net operating costs of the consolidated Parent not to exceed $1,000,000.00
on any one day, and (iv) to make payments to the State of California on account
of escheat payments due pursuant to any notice received by the Parent.

        2. Waiver. The Lender hereby waives any Potential Default or Event of
Default which may result from (a) the failure of the Company to have been in
compliance with any of the financial covenants set forth in Paragraphs 8(j),
8(k) and 8(l) of the Credit Agreement as of the end of the calendar quarter
ended December 31, 1998, and (b) any material adverse change because of such
non-compliance or which may occur as a direct result of the failure of the
Company to be in compliance with such financial covenants as of the end of the
calendar quarter ended December 31, 1998; such waiver being made on a
prospective basis and to become effective upon the occurrence of any such
Potential Default or Event of Default; provided, however, that the effectiveness
of such waiver shall be conditioned upon (1) the Parent having a consolidated
net worth, determined in accordance with GAAP, as of the end of the calendar
quarter ended December 31, 1998, of not less than $50,000,000.00; (2) that
certain Preferred Stock Purchase Agreement dated as of December 23, 1998 by and
between the Parent and Capital Z Financial Services Fund II, L.P. (the "Cap Z
Agreement") not having been terminated and the transactions contemplated thereby
not having been aborted; and (3) the "Initial Closing" under (and as such term
is defined in) the Cap Z Agreement being consummated on or before March 5, 1999.

        3. Limited Nature of Waiver. Each of the Company and the Parent hereby
acknowledges and agrees that nothing contained herein shall: (a) constitute any
agreement by the Lender to waive any Potential Default or Event of Default other
than those expressly waived pursuant to Paragraph 2 above; and (b) be construed
as a waiver of any material adverse change in the business, operations, assets
or financial or other condition of the Company, the Parent and its consolidated
Subsidiaries taken as a whole other than those expressly waived pursuant to
Paragraph 2 above.

        4. Reaffirmation of Loan Documents. Each of the Company and the Parent
hereby affirms and agrees that (a) except as expressly amended hereby, the
execution and




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delivery by the Company and the Parent of and the performance of their
obligations under this Amendment shall not in any way amend, impair, invalidate
or otherwise affect any of the obligations of the Company or the Parent or the
rights of the Lender under the Agreement, the Security Agreement, the Guaranty
or any other Loan Document, (b) the term "Obligations" as used in the Loan
Documents includes, without limitation, the Obligations of the Company under the
Agreement as amended hereby.

        5. Third Amendment Effective Date. This Amendment shall be effective as
of the earliest date (the "Third Amendment Effective Date") on which each of the
following events shall have occurred:

               (a) Each of the Company and the Parent has duly executed and
delivered to the Lender this Amendment;

               (b) The Company has duly delivered to the Custodian the
Additional Collateral pursuant to Paragraph 1 above; and

               (c) The Custodian has confirmed in writing to the Lender that it
is holding the Additional Collateral in its capacity as custodian on behalf of
the Lender under that certain Collateral Custody Agreement dated as of December
10, 1998 by and among the Company, the Lender and the Custodian.

        6. Representations and Warranties. Each of the Company and the Parent
hereby represents and warrants to the Lender that it has the corporate power and
authority and the legal right to execute, deliver and perform this Amendment and
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Amendment, and that this Amendment has been duly
executed and delivered on behalf of the Company and the Parent and constitutes
the legal, valid and binding obligations of each, enforceable against each in
accordance with its terms.

        7. No Other Amendment. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.

        8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.


                              AAMES CAPITAL CORPORATION, a California
                              corporation


                              By:         /s/ David A. Sklar           
                                 -----------------------------------------------
                              Name:    David A. Sklar                  
                                   ---------------------------------------------
                              Title:      EVP & CFO                    
                                    --------------------------------------------


                              AAMES FINANCIAL CORPORATION, a Delaware
                              corporation


                              By:          /s/ David A. Sklar          
                                 -----------------------------------------------
                              Name:     David A. Sklar                 
                                   ---------------------------------------------
                              Title:       EVP & CFO                   
                                    --------------------------------------------


                              NATIONSBANK, N.A., a national banking association


                              By:           /s/ Carolyn Warren         
                                 -----------------------------------------------
                              Name:      Carolyn Warren                
                                   ---------------------------------------------
                              Title:        Senior Vice President      
                                    --------------------------------------------




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                                   SCHEDULE I

                        SCHEDULE OF ADDITIONAL COLLATERAL

Aames Mortgage Trust 1995-C Mortgage Pass-Through Certificate, Series 1995-C,
Class R, Certificate No.: R02

Aames Mortgage Trust 1995-D Mortgage Pass-Through Certificate, Series 1995-D,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-A Mortgage Pass-Through Certificate, Series 1996-A,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-B Mortgage Pass-Through Certificate, Series 1996-B,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-C Mortgage Pass-Through Certificate, Series 1996-C,
Class R, Certificate No.: R02





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